Required Consent Sample Clauses
Required Consent. In addition, without limiting the generality of Section 4.2(a), except as required by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and made available to Company or as provided in Section 4.2 of the Parent Disclosure Schedule, without the prior written consent of Company, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time of the First Merger, Parent shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following:
(i) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock other than a cash management transaction between Parent and a wholly owned Subsidiary of it, or between wholly owned Subsidiaries of Parent in the ordinary course of business consistent with past practice;
(ii) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock or the capital stock of its Subsidiaries, except repurchases of shares at cost in connection with the termination of the employment relationship with any Parent Employee pursuant to stock option or purchase Contracts in effect on the date hereof or entered into in the ordinary course of business after the date hereof;
(iii) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, or any securities convertible into shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into shares of capital stock, or enter into other agreements or commitments obligating it to issue any such securities or rights, other than: (A) issuances of Parent Common Stock upon the exercise of Parent Options, warrants or other rights of Parent or the settlement of Parent Restricted Stock Units existing on the date hereof in accordance with their present terms or granted pursuant to clause (B) hereof, (B) grants of stock options or other stock based awards (including restricted stock and Parent Restricted Stock Units) of or to acquire, shares of Parent Common Stock granted under the Parent Stock Plans in effect on the...
Required Consent. In addition, without limiting the generality of Section 5.2(a), except as permitted by the terms of this Agreement, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of the Company Subsidiaries to do any of the following:
(i) amend its charter documents (or other similar governing instrument) in a manner that would reasonably be likely to adversely affect the Company Common Stock;
(ii) solely in the case of the Company, pay or set a record date prior to the Effective Time relating to any extraordinary dividend or extraordinary distribution in respect of the Company Common Stock; provided, however, that nothing contained herein shall prohibit the Company from increasing the quarterly cash dividend on the Company Common Stock;
(iii) knowingly take any action that would result in a failure to maintain trading of the Company’s Common Stock on the Nasdaq National Market;
(iv) fail to make in a timely manner any filings with the SEC required under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder, except for any such failure that would not have a Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole;
(v) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other person or division or business unit thereof or any equity interest therein if such acquisition (A) would be deemed to be a significant acquisition as defined in Rule 11-01(b)(1) of Regulation S-X promulgated by the SEC, or (B) would create a substantial risk of delay in the termination or expiration of any waiting period applicable to the Mergers under the HSR Act, provided that the limitations contained in this clause (B) shall not apply to any transaction closing after the termination or expiration of any waiting period applicable to the Mergers under the HSR Act;
(vi) solely in the case of the Company, redeem, purchase or otherwise acquire any shares of its capital stock, other equity interests or any securities or obligations convertible into or exchangeable for any shares of its capital stock or other equity interests, or any options, warrants, conversion or other rights to acquire any shar...
Required Consent. On October 27, 2011, the Board, at a meeting duly held and called, (i) determined that this Agreement and the Merger are advisable and in the best interests of SWR and CWEI, SWR’s sole stockholder, and (ii) approved this Agreement, the Merger and the transactions contemplated hereby.
Required Consent. On June 11, 2011, a special committee (the “Committee”) of the Board of Directors of PDC, the Managing General Partner of the Partnership, at a meeting duly called and held, by the vote of the Committee members present at such meeting, a quorum of the Committee having been satisfied in accordance with the bylaws of PDC, (i) determined that this Agreement and the Merger are advisable and in the best interests of the Partnership, (ii) approved this Agreement, the Merger and the other transactions contemplated hereby, and (iii) resolved to recommend that the Investors of the Partnership vote to approve this Agreement.
Required Consent. (a) On April 15, 2011, the Board of Directors of PDC (without the Committee members participating), at a meeting duly called and held, by the vote of the directors present at such meeting, a quorum of the Board of Directors having been satisfied in accordance with the bylaws of PDC, approved this Agreement, the Merger and the other transactions contemplated hereby. Subsequently, PDC approved the Merger and adopted this Agreement.
(b) On June 20, 2011, the sole member of LLC, by written consent, (i) determined that this Agreement and the Merger are advisable and (ii) approved this Agreement, the Merger and the other transactions contemplated hereby. Subsequently, LLC approved the Merger and adopted this Agreement.
Required Consent. No Unitholder may Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except in compliance with this Article IX and any other agreement binding upon such Unitholder which restricts the Transfer of such Equity Securities (including any Equity Agreement). No Unitholder may (directly or indirectly through a Transfer of such Unitholder’s equity interests) Transfer (or offer or agree to Transfer) all or any part of any interest in any Equity Securities except (a) with the prior written consent of the Board, which consent may be withheld in its sole discretion; (b) subject to the other provisions of this Agreement, including the Approved Exit provisions in Section 9.2, or any applicable Equity Agreement; (c) pursuant to any forfeiture or repurchase provisions set forth in any applicable Equity Agreement; or (d) to such Unitholder’s Permitted Transferees; provided, however, that (i) if a Unitholder Transfers any interests in any Units to a Permitted Transferee and such Transferee ceases to be a Permitted Transferee of such Unitholder, then such Transferee shall, upon ceasing to be a Permitted Transferee, Transfer such interest back to the Unitholder making such initial Transfer, and (ii) each holder of Incentive Units must retain voting control of any Equity Securities following the Transfer thereof to its Permitted Transferee. If the Board provides written consent to a Transfer under clause (a) of this Section 9.1, then such Transfer shall be subject to the other provisions of this Article IX. If, at the time of a proposed Transfer of Equity Securities, property other than cash, cash equivalents or Marketable Securities has been distributed or paid, such property is subject to contingencies or restrictions that affect its Fair Market Value and such property is not considered a Class A Unit Cash Outflow, then the transferring Unitholder shall ensure that the Transferee shall accept such Transferred Equity Securities subject to all of the provisions of this Agreement, including the provisions of Section 9.2(f) (and take all such further action as may be advisable in connection therewith).
Required Consent. In addition, without limiting the generality of Section 5.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Section 5.1(b) of the Company Disclosure Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following:
(i) Cause, permit or propose any amendments to the Company Charter Documents;
(ii) Adopt a plan of complete or partial liquidation or dissolution, or commence or agree to commence any bankruptcy, voluntary liquidation, dissolution, winding up, examinership, insolvency or similar proceeding in respect of the Company;
(iii) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock of the Company or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock;
(iv) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock, except repurchases of unvested shares in connection with the termination of any Employee pursuant to stock option or purchase agreements in effect on the date hereof;
(v) Issue, deliver, sell, authorize, pledge or otherwise encumber any shares of Company Capital Stock, or any securities convertible into shares of Company Capital Stock, or subscriptions, rights, warrants or options to acquire any shares of Company Capital Stock or any securities convertible into shares of Company Capital Stock, or enter into other agreements or commitments of any character obligating the Company to issue any such securities or rights, other than: (A) issuances of Company Capital Stock upon the exercise of Company Options, Company Warrants or other rights of the Company in accordance with their terms and (B) grants of stock options to acquire Company Common Stock or restricted stock of the Company in the ordinary course of business consistent with past practice;
(vi) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity or voting interest in or a material portion of the assets of, or by any other manner, any business or any Person or division thereof, or ot...
Required Consent. All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified in this Agreement, by the Required Holders.
Required Consent. Without limiting the generality of Section 5.1(a), except as permitted by the terms of this Agreement, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned other than in the case of clauses (i), (ii), (iv), (v), (vi), (viii), (ix), (x), (xi), (xii), (xv), (xx)(A), (xxi), (xxv)(B), (xxviii) and, to the extent relating to any of the foregoing, clause (xxix) below) (it being understood and agreed that if any action is expressly permitted by any of the following subsections, then such action shall be deemed to be expressly permitted under Section 5.1(a) as well):
(i) amend the Company Charter Documents or Subsidiary Charter Documents;
(ii) acquire, or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company;
(iii) enter into any Contract with respect to any joint venture, strategic partnership or alliance;
(iv) except as required by the last sentence of Section 5.1(a), declare, set aside or pay any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the Company’s or any of its Subsidiaries’ capital stock (including, without limitation the Company Series A Preferred Stock and Company Series B Preferred Stock), or purchase, redeem or otherwise acquire any of the Company’s capital stock or any other securities of the Company or its Subsidiaries or any options, warrants, calls or rights to acquire any such shares or other securities, except for repurchases from Employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements;
(v) split, combine or reclassify any of the Company’s or any of its Subsidiaries’ capital stock;
(vi) issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, Voting Debt or any securities convertible into shares of capital stock, Voting Debt or s...
Required Consent. The Company may not modify any of the terms of this Note without the prior written consent of the Holder.